<PAGE>   1
                                                                   EXHIBIT 10.3


                       FIFTH AMENDMENT TO SECOND AMENDED
                         AND RESTATED CREDIT AGREEMENT

         This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), is dated as of August 7, 2001, by and among AHL SERVICES,
INC. ("AHL"), ARGENBRIGHT, INC. ("Argenbright"), ARGENBRIGHT HOLDINGS LIMITED
("U.S. Holdings"), ADI ALPHA HOLDING GMBH ("ADI Alpha"), TUJA ZEITARBEIT GMBH &
CO. KG, INGOLSTADT, ("Tuja"), EMD GESELLSCHAFT FUR PERSONALDIENSTLEISTUNGEN
GMBH & CO. KG, ASCHAFFENBURG ("EMD Aschaffenburg"), and AHL EUROPE LIMITED
("AHL Europe Limited"; together with AHL, Argenbright, U.S. Holdings, ADI
Alpha, Tuja, and EMD Aschaffenburg, collectively referred to as the
"Borrowers"), the undersigned financial institutions listed on the signature
pages hereto as Lenders, and First Union National Bank, a national banking
association ("First Union"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").

                                    RECITALS

         WHEREAS, the Lenders, the Administrative Agent and the Borrowers are
parties to that certain Second Amended and Restated Credit Agreement dated as
of October 15, 1999, as amended by that certain First Amendment to Second
Amended and Restated Credit Agreement dated as of November 23, 1999, that
certain Second Amendment to Second Amended and Restated Credit Agreement dated
as of May 24, 2000, that certain Consent, Waiver and Third Amendment to Second
Amended and Restated Credit Agreement dated as of December 20, 2000, that
certain Fourth Amendment to Second Amended and Restated Credit Agreement dated
as of March 19, 2001, and that certain Consent dated as of June 27, 2001 (as so
amended, and as may be further amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement); and

         WHEREAS, at the request of the Borrowers, the Lenders and the
Administrative Agent have agreed to amend certain provisions of the Credit
Agreement as set forth herein, upon and subject to all of the terms, conditions
and provisions hereof.

         NOW, THEREFORE, in consideration of the premises and the agreements,
covenants and provisions herein contained and for TEN DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

SECTION 1         AMENDMENTS TO CREDIT AGREEMENT

         Subject to the satisfaction of each of the conditions precedent set
forth in Section 4 of this Amendment, the Borrowers, the Lenders and the
Administrative Agent hereby agree that the Credit Agreement be, and it hereby
is, amended as follows:


<PAGE>   2


         1.1      Amendments to Section 1.1.

                  (a)      Section 1.1 of the Credit Agreement is hereby
amended by adding the following new definitions in alphabetical order:

                  "Clawback Obligation" shall mean the obligation of AHL and/or
         certain Subsidiaries of AHL to pay Securicor up to $10,000,000 in an
         adjustment to the purchase price paid by Securicor at the closing of
         the Aviation Business Sale, as set forth in the Securicor Sale
         Agreement.

                  "Deemed Net Income Amount" means (i) for the fiscal quarter
         ending September 30, 2000, $4,606,000 and (ii) for the fiscal quarter
         ending December 31, 2000, ($271,000).

                  "Deemed Pro Forma EBITDA Amount" means (i) for the fiscal
         quarter ending September 30, 2000, $13,062,000 and (ii) for the fiscal
         quarter ending December 31, 2000, $4,432,000.

                  "Fifth Amendment Date" means the "Effective Date" as defined
         in the Fifth Amendment to Second Amended and Restated Credit Agreement
         dated as of August ___, 2001 among the Borrowers, the Agent, and
         Required Lenders.

                  "Permitted German Acquisition" means the acquisition by
         Argenbright Transportation of all of the equity interests in Frei
         GmbH, a limited liability company organized under the laws of the
         Federal Republic of Germany ("Frei"), for an aggregate purchase price
         not to exceed the Dollar equivalent (as of the closing date) of
         $1,000,000, provided (i) that following the closing of such
         acquisition Frei is merged with and into EMD Aschaffenburg, with EMD
         Aschaffenburg being the surviving entity of such merger, and (ii) that
         Borrowers shall deliver such documents and agreements in connection
         with such acquisition and merger as the Administrative Agent shall
         reasonably request.

                  "Securicor" means Securicor plc, a company organized under
         the laws of England and Wales, its subsidiaries and affiliates, and
         their respective successors and assigns, collectively, or any one of
         them, as the context indicates.

                  "Securicor Sale Agreement" means the Acquisition Agreement,
         dated as of December 14, 2000, among Securicor plc, Securicor Georgia,
         Inc., AHL, Argenbright, U.S. Holdings, Argenbright Security, European
         Holdings, and AHL Europe Limited.

                  (b)      Section 1.1 of the Credit Agreement is hereby
amended by amending the following existing definitions to read in their
entirety as follows:

                  "Aggregate Commitment" means One Hundred Twenty-Five Million
         Dollars ($125,000,000).

                  "Debt" means, with respect to AHL and its Subsidiaries, at
         any date and without duplication, the sum, calculated in accordance
         with GAAP, of (a) all liabilities, obligations and indebtedness for
         borrowed money including but not limited to obligations evidenced by


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         bonds, debentures, notes or other similar instruments of any such
         Person, (b) all obligations to pay the deferred purchase price of
         property or services of any such Person, except trade payables or
         accrued liabilities arising in the ordinary course of business not
         more than ninety (90) days past due or, if more than ninety (90) days
         past due, being contested by such Person in good faith, (c) all
         obligations of any such Person as lessee under Capital Leases, (d) all
         Debt of any other Person secured by a Lien on any asset of any such
         Person, (e) all obligations, contingent or otherwise, of any such
         Person relative to the face amount of letters of credit, whether or
         not drawn, and banker's acceptances issued for the account of any such
         Person, (f) all Contingent Obligations of such Person, (g) all
         obligations to redeem, repurchase, exchange, defease or otherwise make
         payments in respect of capital stock or other securities of such
         Person, (h) all termination payments which would be due and payable by
         any such Person pursuant to a Hedging Agreement, and (i) all claims
         owing, or, if greater, after December 28, 2001 asserted in writing by
         Securicor to be owing, by AHL or any of its Subsidiaries to Securicor
         in respect of the Clawback Obligation.

                  (c)      Section 1.1 of the Credit Agreement is hereby
amended by deleting the definitions of "Adjusted EBITDA," "Assigned Dollar
Value Excess," "Deemed Income Amount" and "Foreign Currency Sublimit."

         1.2      Amendment to Section 2.1. Section 2.1 of the Credit Agreement
is hereby amended to read in its entirety as follows:

                  SECTION 2.1       Revolving Loans. Subject to the terms and
         conditions of this Agreement, each Lender severally but not jointly
         agrees to make Revolving Loans to the Borrowers jointly and severally
         from time to time from the Closing Date through the Revolving Facility
         Termination Date as requested by AHL, on behalf of the Borrowers, in
         accordance with the terms of Section 2.2; provided that, after giving
         effect to any amount requested, (i) the aggregate principal amount
         (reflecting the Assigned Dollar Value of any outstanding Foreign
         Currency Loans) of all outstanding Revolving Loans shall not exceed
         the Aggregate Commitment less the sum of (A) the sum of the principal
         amount of any drawings not reimbursed pursuant to Section 2.5(d) and
         the undrawn amount of outstanding Letters of Credit (reflecting the
         Assigned Dollar Value of such unreimbursed drawings made in an
         Alternative Currency or such undrawn amount of any Letters of Credit
         payable in an Alternative Currency), (B) the aggregate principal
         amount of all outstanding Swingline Loans, and (C) the Assigned Dollar
         Value of all outstanding European Swingline Loans, and (ii) the sum of
         (A) the principal amount of Revolving Loans (reflecting the Assigned
         Dollar Value of any outstanding Foreign Currency Loans) from any
         single Lender, plus (B) the principal amount of such Lender's share of
         any required participations in outstanding Swingline Loans, as
         required pursuant to Section 2.4, plus (C) the principal amount of
         such Lender's share of any required participations in outstanding
         European Swingline Loans, as required pursuant to Section 2.12, plus
         such Lender's share of any required participations in the outstanding
         amount of any Letters of Credit (reflecting the Assigned Dollar Value
         of such unreimbursed drawings made in an Alternative Currency or such
         undrawn amount of any Letters of Credit payable in an Alternative
         Currency), as required pursuant to Section 2.5, shall not at any time
         exceed such Lender's Commitment. Each Revolving Loan by a Lender shall
         be in a principal amount equal to such Lender's Commitment Percentage
         of the


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         aggregate principal amount of Revolving Loans requested on such
         occasion. Subject to the terms and conditions hereof, the Borrowers
         may borrow, repay and reborrow Revolving Loans hereunder until the
         Revolving Facility Termination Date.

         1.3      Amendment to Section 2.4. Section 2.4 of the Credit Agreement
is hereby amended by amending subsection (c) thereof to read in its entirety as
follows:

                           (c)      Mandatory Repayment and Reduction Upon Net
         Proceeds Realization. At the time of and upon the consummation of any
         sale or other disposition of assets producing Net Cash Proceeds,
         together with all other sales or dispositions of assets during the
         current Fiscal Year, in excess of $1,000,000, the Borrowers shall
         apply all Net Cash Proceeds from such sales or other dispositions
         (including all amounts up to the $1,000,000 minimum triggering amount)
         to repay the Revolving Loans and the Swingline Loans and reduce the
         Aggregate Commitment by the amount of such repayment, provided,
         however, that no reduction in the Aggregate Commitment shall be
         required to the extent that the Borrowers reinvest the Net Cash
         Proceeds of such disposition or casualty loss in equipment used or
         useful in the business of the Borrowers within one hundred eighty
         (180) days after such disposition or casualty loss. The payment shall
         be applied in the following order: (i) first to Swingline Loans; (ii)
         secondly, to European Swingline Loans, (iii) thirdly, to Revolving
         Loans which are Base Rate Loans; and (iv) fourthly, to Revolving Loans
         made in Dollars which are LIBOR Loans, and (v) finally, to Foreign
         Currency Loans (other than European Swingline Loans) based upon the
         Assigned Dollar Value as of the date of such payment.

         1.4      Amendments to Section 3.1.

                  (a)      Section 3.1 of the Credit Agreement is hereby
amended by amending subsection (d) thereof to read in its entirety as follows:

                           (d)      Applicable Margin. The Applicable Margin
         with respect to Revolving Loans bearing interest determined with
         reference to the Domestic Base Rate shall be 1.00%. The Applicable
         Margin with respect to European Swingline Loans bearing interest
         determined with reference to the Foreign Base Rate shall be 3.00%. The
         Applicable Margin with respect to LIBOR Rate Loans shall be 2.25%.

                  (b)      Section 3.1 of the Credit Agreement is hereby
amended by amending subsection (e) thereof to read in its entirety as follows:

                           (e)      [Intentionally deleted.]

         1.5      Amendment to Section 3.2.(a) Section 3.2 of the Credit
Agreement is hereby amended by amending the first sentence thereof to read in
its entirety as follows:

                  Provided that no Default or Event of Default has occurred and
                  is then continuing, the Borrowers, with respect to Revolving
                  Loans, shall have the option to (i) convert at any time all
                  or any portion of their outstanding Base Rate Loans in a
                  principal amount equal to $2,000,000 or any whole multiple of
                  $100,000 in excess


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                  thereof into LIBOR Rate Loans, (ii) upon the expiration of
                  any Interest Period, convert all or any part of their
                  outstanding LIBOR Rate Loans in a principal amount equal to
                  $1,000,000 or a whole multiple of $100,000 in excess thereof
                  into Base Rate Loans, and (iii) upon the expiration of its
                  Interest Period, continue any LIBOR Rate Loan in a principal
                  amount of $2,000,000 or any whole multiple of $100,000 in
                  excess thereof as a LIBOR Rate Loan.

         1.6      Amendment to Section 3.3.(a) Section 3.3 of the Credit
Agreement is hereby amended by amending subsection (a) thereof to read in its
entirety as follows:

                           (a)      Facility Fee. Commencing on the Closing
         Date and continuing through and including the Revolving Facility
         Termination Date, the Borrowers shall pay to the Administrative Agent,
         for the account of the Lenders, a non-refundable facility fee (the
         "Facility Fee") on the average daily Aggregate Commitment of the
         Lenders outstanding at a rate per annum (the "Facility Fee
         Percentage") (based on a 360 day year) equal to .500%. The Facility
         Fee shall be payable quarterly in arrears on the last Business Day of
         each calendar quarter commencing September 30, 1999, and on the
         Revolving Facility Termination Date. Such Facility Fee shall be
         distributed by the Administrative Agent between the Lenders pro rata
         in accordance with the Lenders' respective Commitment Percentages.

         1.7      Amendment to Section 6.2.(a) Section 6.2 of the Credit
Agreement is hereby amended by amending subsection (c) thereof to read in its
entirety as follows:

                           (c)      setting forth as at the end of such fiscal
         quarter or Fiscal Year, as the case may be, the calculations required
         to establish whether or not AHL and its Subsidiaries were in
         compliance with the financial covenants set forth in Article VIII
         hereof as at the end of each respective period.

         1.8      Amendment to Section 8.2.(a) Section 8.2 of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  SECTION 8.2       Consolidated Total Indebtedness to
         Consolidated Pro Forma EBITDA. As of any fiscal quarter end, permit
         the ratio of (a) Consolidated Total Indebtedness of AHL and its
         Subsidiaries as of such date to (b) Consolidated Pro Forma EBITDA of
         AHL and its Subsidiaries for the period of four (4) consecutive fiscal
         quarters ending on or immediately prior to such date to exceed (i) as
         of September 30, 2001, 3.85 to 1.00, (ii) as of December 31, 2001,
         3.25 to 1.00, or (iii) as of March 31, 2002 and any fiscal quarter end
         thereafter, 3.00 to 1.00. For purposes of determining compliance by
         Borrowers with the covenant set forth in this Section 8.2 for any
         period containing either the fiscal quarter ending September 30, 2000
         or the fiscal quarter ending December 31, 2000, Consolidated Pro Forma
         EBITDA of AHL and its Subsidiaries for each such fiscal quarter shall
         be deemed to be the Deemed Pro Forma EBITDA Amount for such fiscal
         quarter. For purposes of determining compliance by Borrowers with the
         covenant set forth in this Section 8.2 for any period containing the
         fiscal quarter ending March 31, 2001, Consolidated Net Income of AHL
         and its Subsidiaries for such fiscal quarter shall


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         be deemed to be increased by an amount equal to the PIMMS Severance
         Charge.

         1.9      Amendment to Section 8.3.(a) Section 8.3 of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  SECTION 8.3       Interest Coverage Ratio. As of any fiscal
         quarter end, permit the Interest Coverage Ratio to be less than (i) as
         of September 30, 2001, 1.50 to 1.00, or (ii) as of December 31, 2001
         and any fiscal quarter end thereafter, 1.75 to 1.00. For purposes of
         determining compliance by Borrowers with the covenant set forth in
         this Section 8.3 for any period containing either the fiscal quarter
         ending September 30, 2000 or the fiscal quarter ending December 31,
         2000, (a) Consolidated Net Income of AHL and its Subsidiaries for each
         such fiscal quarter shall be deemed to be the Deemed Net Income Amount
         for such fiscal quarter and (b) Interest Expense for each such fiscal
         quarter shall be deemed to be the Deemed Interest Expense Amount for
         such fiscal quarter. For purposes of determining compliance by
         Borrowers with the covenant set forth in this Section 8.3 for any
         period containing the fiscal quarter ending March 31, 2001,
         Consolidated Net Income of AHL and its Subsidiaries for such fiscal
         quarter shall be deemed to be increased by an amount equal to the
         PIMMS Severance Charge.

         1.10     Amendment to Section 9.1.(a) Section 9.1 of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  SECTION 9.1       Limitations on Debt. Create, incur, assume
         or suffer to exist any Debt except (a) the Obligations, (b) Debt
         incurred in connection with a Hedging Agreement with a counterparty
         and upon terms and conditions reasonably satisfactory to the
         Administrative Agent, (c) Debt existing on the Closing Date and set
         forth on Schedule 9.1, (d) Debt consisting of Contingent Obligations
         permitted by Section 9.2, (e) Debt of any Borrower to any other
         Borrower, but only if such Debt is subordinated to the Obligations
         pursuant to the terms and conditions of the Intercompany Subordination
         Agreement, (f) Debt constituting trade payables and accruals arising
         in the ordinary course of business of AHL and its Subsidiaries, (g)
         Debt incurred prior to the Fifth Amendment Date for which any Person
         acquired by AHL in a transaction consummated prior to the Fifth
         Amendment Date and permitted by former Section 9.4(g) is obligated,
         but only if such Debt has as its sole obligor such acquired Person,
         (h) Debt constituting seller financing incurred prior to the Fifth
         Amendment in connection with a purchase or acquisition consummated
         prior to the Fifth Amendment Date and permitted by former Section
         9.4(g), provided that the aggregate principal amount of all such Debt
         referred to above in this clause (h) outstanding at any time does not
         to exceed the Assigned Dollar Value of $10,000,000, and (i) purchase
         money Debt and Capital Leases secured only by an interest in the
         property being acquired, but only (x) if the amount of such purchase
         money Debt and the amount of such Capital Leases attributable to
         principal, when aggregated with all other purchase money Debt incurred
         and the principal amounts of Capital Leases entered into by AHL or any
         of its Subsidiaries pursuant to this clause (i) during the current
         Fiscal Year, does not exceed $1,500,000 in total, and (y) if the
         amount of such Capital Leases attributable to principal, when
         aggregated with all principal amounts of Capital Leases entered into
         by AHL or any of its Subsidiaries pursuant to this


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         clause (i) during the current Fiscal Year, does not exceed $1,000,000
         in total.

         1.11     Amendment to Section 9.4.(a) Section 9.4 of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  SECTION 9.4       Limitations on Loans, Advances, Investments
         and Acquisitions. Purchase, own, invest in or otherwise acquire,
         directly or indirectly, any capital stock, interests in any
         partnership or joint venture, evidence of Debt or other obligation or
         security, substantially all or a material portion of the business or
         assets of any other Person or any other investment or interest
         whatsoever in any other Person; or make or permit to exist, directly
         or indirectly, any loans, advances or extensions of credit to, or any
         investment in cash or by delivery of property in, any Person; or enter
         into, directly or indirectly, any commitment or option in respect of
         the foregoing except:

                  (a)      investments existing on the Fifth Amendment Date in
         Wholly-Owned Subsidiaries, joint ventures or minority interests, and
         the other existing loans, advances and investments described on
         Schedule 9.4;

                  (b)      investments in (i) marketable direct obligations
         issued or unconditionally guaranteed by the United States of America
         or any agency thereof maturing within one (1) year from the date of
         acquisition thereof, (ii) commercial paper maturing no more than 120
         days from the date of creation thereof and currently having the
         highest rating obtainable from either Standard & Poor's Corporation or
         Moody's Investors Service, Inc., (iii) certificates of deposit
         maturing no more than 120 days from the date of creation thereof
         issued by commercial banks incorporated under the laws of the United
         States of America, each having combined capital, surplus and undivided
         profits of not less than $500,000,000 and having a rating of "A" or
         better by a nationally recognized rating agency; provided, that the
         aggregate amount invested in such certificates of deposit shall not at
         any time exceed $5,000,000 for any one such certificate of deposit and
         $10,000,000 for any one such bank, (iv) time deposits maturing no more
         than 30 days from the date of creation thereof with commercial banks
         or savings banks or savings and loan associations each having
         membership either in the Federal Deposit Insurance Corporation
         ("FDIC") or the deposits of which are insured by the FDIC and in
         amounts not exceeding the maximum amounts of insurance thereunder, or
         (v) money market mutual funds;

                  (c)      loans and advances to employees for reasonable and
         necessary business and travel expenses in the ordinary course of
         business of AHL and its Subsidiaries;

                  (d)      deposits for utilities, security deposits, leases
         and similar prepaid expenses incurred in the ordinary course of
         business;

                  (e)      trade accounts created in the ordinary course of
         business; and

                  (f)      the Permitted German Acquisition.

         1.12     Amendment to Section 9.6.(a) Section 9.6 of the Credit
Agreement is hereby amended


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by amending subsection (b) thereof to read in its entirety as follows:

                           (b)      sales of other assets in the aggregate not
         producing in excess of $1,000,000 in Net Cash Proceeds in any Fiscal
         Year;

         1.13     Amendment to Schedule.(a) Schedule 1.1 to the Credit
Agreement is hereby amended to read in its entirety as set forth on Schedule
1.1 to this Amendment.

SECTION 2         WAIVER

         AHL has notified the Administrative Agent that an Event of Default has
occurred as a result of the Borrowers' failure to comply with Section 8.2 of
the Credit Agreement as of June 30, 2001 (the "Existing Event of Default").
Subject to the satisfaction of each of the conditions precedent set forth in
Section 4 of this Amendment, the Lenders and the Administrative Agent hereby
waive the Existing Event of Default and the effects thereof.

SECTION 3         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent and the Lenders to enter
into this Amendment, each Borrower hereby represents and warrants to the
Lenders that: (a) immediately prior to the effectiveness of this Amendment, all
of the representations set forth in the Credit Agreement were accurate in all
material respects as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct on
and as of such date, (b) after giving effect to this Amendment, all of the
representations and warranties set forth in the Credit Agreement, will be
accurate in all material respects as of the date hereof, except to the extent
that such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties shall have been true and
correct on and as of such date, and (c) there exists no Default or Event of
Default under the Credit Agreement or the Loan Documents as of the date hereof
(other than the Existing Event of Default).

SECTION 4         CONDITIONS TO EFFECTIVENESS

         The amendments to the Credit Agreement set forth in Section 1 of this
Amendment and the waiver set forth in Section 2 of this Amendment all shall
become effective on the first day on which each of the following conditions
precedent shall have been satisfied (the "Effective Date"):

                  (a)      AHL shall have paid to the Administrative Agent, for
         the account of each Lender signing this approval letter prior to
         August 7, 2001, a non-refundable amendment fee in an amount equal to
         .25% of the amount of such Lender's Commitment on such date.

                  (b)      The Administrative Agent shall have received
         counterparts to this Amendment duly executed by the Borrowers and
         Required Lenders.

                  (c)      The Administrative Agent shall have received
         favorable opinions of counsel to the Borrowers addressed to the
         Administrative Agent and the Lenders, with respect to each


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         of the Borrowers, this Amendment, and such other matters as the
         Administrative Agent may reasonably request, in form and substance
         satisfactory to the Administrative Agent.

                  (d)      The Administrative Agent shall have received
         certificates as of a recent date as to the good standing of each
         Borrower under the laws of their respective jurisdictions of
         organization (to the extent issued by such jurisdictions).

                  (e)      The Administrative Agent shall have received a
         certificate of the secretary or assistant secretary of each Borrower
         certifying, as applicable, that attached thereto is a true and
         complete copy of the articles of incorporation or other charter
         documents of such Person and all amendments thereto (or, that there
         has been no modification thereto since the last date upon which such
         charter documents were certified to the Administrative Agent); that
         attached thereto is a true and complete copy of the bylaws of such
         Person as in effect on the date of such certification (or, that there
         has been no modification thereto since the last date upon which such
         charter documents were certified to the Administrative Agent); that
         attached thereto is a true and complete copy of resolutions duly
         adopted by the Board of Directors of such Person, authorizing the
         execution, delivery and performance of this Amendment; and as to the
         incumbency and genuineness of the signature of each officer of such
         Borrower executing this Amendment.

                  (f)      The Administrative Agent shall have received such
         other documents as it shall have reasonably requested, in form and
         substance satisfactory to the Administrative Agent.

SECTION 5         MISCELLANEOUS

         5.1      Counterparts. This Amendment may be executed by each party to
this Amendment upon a separate copy, and in such case one counterpart of this
Amendment shall consist of enough of such copies to reflect the signature of
all of the parties to this Amendment. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Amendment or its terms to produce or
account for more than one of such counterparts.

         5.2      General. All references to the Credit Agreement in that
document or in any other Loan Document shall mean the Credit Agreement as
amended hereby. Except as expressly provided herein, the execution and delivery
of this Amendment does not and will not amend, modify or supplement any
provision of, or constitute a consent to or a waiver of any noncompliance with
the provisions of, the Credit Agreement or the other Loan Documents, and,
except as specifically provided in this Amendment, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

         5.3      Construction. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with all of the terms and provisions of the Credit
Agreement.

         5.4      Governing Law. This Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of Georgia, without
reference to the conflicts or choice of


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law principles thereof.

         5.5      Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.


                     [Signatures appear on following pages]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers hereunder duly authorized as of the day
and year first written above.



                                    BORROWERS:

                                    AHL SERVICES, INC.


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                                    ARGENBRIGHT, INC.


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                                    ARGENBRIGHT HOLDINGS LIMITED


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                                    ADI ALPHA HOLDING GMBH


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                       Signature Page - Fifth Amendment


<PAGE>   12


                                    TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADT


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                                    EMD GESELLSCHAFT FUR
                                    PERSONALDIENSTLEISTUNGEN GMBH & CO.
                                    KG, ASCHAFFENBURG


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                                    AHL EUROPE LIMITED


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                                    [CORPORATE SEAL]


                       Signature Page - Fifth Amendment


<PAGE>   13


                                    LENDERS:

                                    FIRST UNION NATIONAL BANK, as
                                    Administrative Agent and Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    FIRST UNION NATIONAL BANK,
                                    LONDON BRANCH, as European Swingline Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    WACHOVIA BANK, N.A., as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    SUNTRUST BANK, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    BANK OF AMERICA, N.A., as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                       Signature Page - Fifth Amendment


<PAGE>   14


                                    FLEET NATIONAL BANK, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    DG BANK DEUTSCHE
                                    GENOSSENSCHAFTSBANK AG CAYMAN
                                    ISLAND BRANCH, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    THE BANK OF NOVA SCOTIA, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    SCOTIABANK EUROPE PLC, as Lender for
                                    Revolving Loans made in Alternative
                                    Currencies, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    SALOMON BROTHERS HOLDING
                                    COMPANY INC., as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                       Signature Page - Fifth Amendment


<PAGE>   15


                                    FIRSTSTAR BANK, N.A., as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    BANK ONE, NA, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    SOVEREIGN BANK, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    BANK AUSTRIA CREDITANSTALT
                                    CORPORATE FINANCE INC., as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                       Signature Page - Fifth Amendment


<PAGE>   16


                                    THE FUJI BANK LIMITED, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    BANK LEUMI LE-ISRAEL, B.M.,
                                    MIAMI AGENCY, as Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                       Signature Page - Fifth Amendment


<PAGE>   17


                                  SCHEDULE 1.1


<TABLE>
<CAPTION>
---------------------------------- ----------------------------- ----------------------
                                                                      Commitment
             Lenders                   Commitment (Dollars)           Percentage
             -------                   --------------------           ----------
---------------------------------- ----------------------------- ----------------------
<S>                                <C>                           <C>
First Union National Bank and            $ 24,166,666.67                 19.33%
its Lender Affiliates
---------------------------------- ----------------------------- ----------------------
Salomon Brothers Holding Company         $ 14,166,666.67                 11.33%
Inc.
---------------------------------- ----------------------------- ----------------------
Bank of America, N.A.                    $ 13,333,333.33                 10.67%
---------------------------------- ----------------------------- ----------------------
Wachovia Bank N.A.                       $ 13,333,333.33                 10.67%
---------------------------------- ----------------------------- ----------------------
SunTrust Bank                            $ 11,666,666.67                  9.33%
---------------------------------- ----------------------------- ----------------------
Fleet National Bank                      $ 10,000,000.00                  8.00%
---------------------------------- ----------------------------- ----------------------
Firststar Bank, N.A.                     $  6,666,666.67                  5.33%
---------------------------------- ----------------------------- ----------------------
The Bank of Nova Scotia and its          $  6,666,666.67                  5.33%
Lender Affiliates
---------------------------------- ----------------------------- ----------------------
Bank One, NA                             $  5,000,000.00                  4.00%
---------------------------------- ----------------------------- ----------------------
Sovereign Bank                           $  5,000,000.00                  4.00%
---------------------------------- ----------------------------- ----------------------
Bank Austria Creditanstalt               $  5,000,000.00                  4.00%
Corporate Finance Inc.
---------------------------------- ----------------------------- ----------------------
The Fuji Bank Limited                    $  4,166,666.67                  3.33%
---------------------------------- ----------------------------- ----------------------
DG Bank Deutsche                         $  3,333,333.33                  2.67%
Genossenschaftsbank Cayman
Islands Branch
---------------------------------- ----------------------------- ----------------------
Bank Leumi Le-Israel, B.M.,              $  2,500,000.00                  2.00%
Miami Agency
---------------------------------- ----------------------------- ----------------------
TOTAL:                                   $125,000,000.00                100.00%
---------------------------------- ----------------------------- ----------------------
</TABLE>